Intellectual Property Rights in Polish Labour Law

When your business hires employees in Poland, particularly those in creative, research, or development roles, it’s important to address the ownership and protection of intellectual property (IP) they create during their employment. Clearly defining these rights in employment contracts can prevent future disputes and safeguard your company’s innovations.

Defining Intellectual Property in the Employment Context

Intellectual property can take various forms, including:

• Copyright: Protection for original works of authorship, such as software code, written documents, designs, and training materials.
• Patents: Protection for new inventions, allowing the owner exclusive rights to use, sell, and manufacture the invention.
• Trademarks: Symbols, designs, or phrases legally registered to represent a company or product.
• Industrial Designs: Protection for the aesthetic appearance of useful articles.
• Know-how and Trade Secrets: Confidential information that provides a competitive edge.

Automatic Transfer of Copyright

Under Polish Copyright Law, unless stated otherwise in the employment contract, the copyright to a work created by an employee as a result of their employment duties automatically transfers to the employer at the moment the work is created. This applies to the economic rights, which allow the employer to use and commercialise the work. However, the moral rights (such as the right to be identified as the author and the right to the integrity of the work) generally remain with the employee.

Patent Rights and Inventions

The Polish Industrial Property Law governs patents. Generally, the right to obtain a patent for an invention created by an employee in the course of their employment belongs to the employer, unless the employment contract states otherwise. However, the employee-inventor has certain rights, including the right to be named as the inventor in patent documents and the right to remuneration if the invention is commercially successful, provided the employment contract or internal regulations specify this.

Addressing IP in Employment Contracts

To provide clarity and ensure your company’s IP is protected, it’s crucial to include specific clauses in employment contracts that address intellectual property rights. These clauses should clearly state:

• Ownership of Created IP: Explicitly confirm that any IP created by the employee within the scope of their employment duties belongs to the employer.
• Transfer of Rights: Ensure a clear transfer of economic copyright to the employer.
• Treatment of Inventions: Outline the process for handling inventions, including the employer’s right to seek patent protection and the employee-inventor’s rights to recognition and potential remuneration.
• Confidentiality and Trade Secrets: Include provisions that obligate employees to maintain the confidentiality of company trade secrets and know-how, both during and after their employment.
• Assignment of Rights: For IP that may not automatically transfer (or to ensure absolute clarity), include a clause where the employee formally assigns all relevant IP rights to the employer.

Importance of Clear Contractual Language

Using clear and unambiguous language in your employment contracts regarding IP is essential. Avoid vague terms and ensure that both the employer and the employee understand their rights and obligations.

Key Considerations for Foreign Companies

When drafting employment contracts for employees in Poland who will be involved in creating IP:

• Include specific IP clauses: Don’t rely solely on statutory provisions; clearly define IP ownership and transfer in the contract.
• Address different types of IP: Consider copyright, patents, industrial designs, and trade secrets.
• Outline confidentiality obligations: Protect your company’s sensitive information.
• Seek legal advice: Consult with a Polish legal professional to ensure your IP clauses are legally sound and provide the necessary protection for your business.

By proactively addressing intellectual property rights in employment contracts, foreign companies can establish a clear framework for ownership and usage, safeguarding their innovations and minimizing the risk of future disputes.